We have partnered with many Society member law firms to deliver a program which will occur on seven days in October. With short two-hour sessions on seven different dates, we are hopeful that attendees can seamlessly fit the sessions into their workday.

 

Program Schedule

 

Sessions 1 through 6 will take place the mornings of October 7, 8, 14, 15, 21, 22 at the following (Eastern Standard) times:

8:30-8:45 Welcome

8:45-9:45 First Program

9:45-10:00 Break

10:00-11:00 Second Program

 

Session 7 Ethics, will take place the afternoon of October 28 at the following (Eastern Standard) times:

4:00-4:15 Welcome

4:15-5:15 First Program

5:15-5:30 Break

5:30-6:30 Second Session

 

 

Session 1: Skadden, Arps, Slate, Meagher, & Flom LLP, October 7th

 

Lessons Learned from the 2021 Annual Meeting and Reporting Season: This panel will discuss the key takeaways from the 2021 meeting and reporting season, including shareholder proposal trends, human capital and other ESG disclosures, changes to MD&A and risk factor disclosures, virtual meetings and the impact of the requests for additional board diversity.

 

Speakers:

·       Irene Han, Executive Director and Assistant General Counsel, JPMorgan Chase & Co.

·       Bob McCormick, Managing Director, PJT Camberview

·       Caroline Kim, Counsel, Skadden, Arps, Slate, Meagher, & Flom LLP

·       Ryan Adams, Associate, Skadden, Arps, Slate, Meagher, & Flom LLP

 

Moderator:

·       Marc Gerber, Partner, Skadden, Arps, Slate, Meagher, & Flom LLP

 

The SEC’s Renewed Cybersecurity Focus: This panel will discuss cybersecurity, ransomware attacks and the challenges cyber raises for public companies, and how they are addressing those concerns. The panel also will discuss the SEC’s increasing focus on how public companies disclose cybersecurity threats and incidents, including recent SEC cybersecurity enforcement actions and potential SEC rulemaking.

 

Speakers:

·       Bill Ridgway, Partner, Skadden, Arps, Slate, Meagher, & Flom LLP

·       Shirley Lo, Director, Corporate Securities and M&A, HP Inc

·       Panelist TBA

Moderator:

·       Raquel Fox, Partner, Skadden, Arps, Slate, Meagher, & Flom LLP

 

Session 2: Weil, Gotshal & Manges LLP, October 8th

 

Executive Compensation and Human Capital Management: Where Are We, and Where Are We Going?: Companies and their compensation committees continue to face challenges: establishing and maintaining executive compensation programs that serve to incentivize and retain talent; managing human capital; and satisfying increasing demands from investors and other constituencies. This panel will discuss, among other things: emerging trends in the design, implementation and disclosure of executive compensation programs; the escalating focus on human capital management; and the impact of the COVID-19 pandemic.

 

Speakers: 

·       Robin A. Ferracone, Chief Executive Officer, Farient Advisors LLC

       ·       Laurie Siegel, Director and Chair of Compensation Committees of FactSet Research Systems Inc.
      ·       Joe Ventura, Chief Legal Officer, Humana Inc.

       
 
Moderator:    
       ·       Howard Dicker, Chair, Public Company Advisory Group at Weil, Gotshal & Manges LLP

Paving a Smoother Road to Meaningful ESG Metrics, Disclosure and Oversight: Corporate leaders are navigating towards understanding, developing, and articulating ESG goals and metrics that are meaningful to their business strategy and goals, and also relevant to a growing number of stakeholders and constituencies. Pressures are intensifying to demonstrate commitment to social movements, climate responsibility and sustainability. Director and board committee oversight of this journey will require oversight of among other things how ESG intersects with company strategy, risk, controls, accountability, assurance and disclosure. Our panelists will share paths taken to understand company, stakeholder and regulatory expectations. We will also discuss the latest in ESG disclosure trends, shareholder proposals and recent guidance from the SEC.

 

Speakers:

·       Katie Beirne Fallon, EVP Chief Global Impact Officer, McDonald’s Corporation; Director Annaly Capital Management, Chair of Corporate Responsibility Committee; Former EVP, Global Corporate Affairs for Hilton; Former Director of Legislative Affairs and Senior Advisor to the President, Obama Administration

·       Gayle Schueller, Senior Vice President and Chief Sustainability Officer, 3M Company

·       Chris L. Hagler, Americas Climate Change and Sustainability Services Managing Director, EY

 

Moderator:

·       Lyuba Goltser, Partner, Public Company Advisory Group at Weil, Gotshal & Manges LLP

 

Session 3: Covington & Burling LLP, October 14th

 

SEC Update: This session will discuss recent SEC developments and the key components of Chair Gensler’s regulatory agenda over the coming year.

 

Speakers:

·       Paul Atkins, CEO, Patomak Global Partners, LLC

·       Mellissa Campbell Duru, Special Counsel, Covington & Burling LLP

 

Moderator:

·       David B.H. Martin, Senior Counsel, Covington & Burling LLP

 

Shareholder Litigation and SEC Enforcement Update: This session will discuss recent developments in private securities, corporate governance and SEC litigation impacting public companies.

 

Speakers:

·       Mark Gimbel, Partner, Covington & Burling LLP

·       Gerald Hodgkins, Partner, Covington & Burling LLP

• Jennifer Marietta-Westberg, Principal, Cornerstone Research
• Shaama Pandya, Principal, Cornerstone Research

 

 

Session 4: Cleary Gottlieb Steen & Hamilton LLP, October 15th

 

Back to Life, Back to Reality? Legal Issues Associated with Returning to the Office: After over a year of discussing the challenges of returning to the office, we are finally seeing staged returns across the country. With an ever-changing legal and regulatory framework, companies and boards are assessing the legal risks of returning with the increasing need to reintegrate their employees in order to maintain culture and productivity. Many of the legal risks center around employees, ranging from breach of duty of care to negligence claims, as well as employment claims relating to wrongful termination, whistleblower/retaliation, discrimination/failure to accommodate and privacy. Claims by other stakeholders are also risks, whether a breach of fiduciary duty claim or claims by customers, suppliers or other contractual counter-parties. Aside from complying with applicable law, return to office practices will be grounded in guidance and best practices, as well as industry and peer trends.

 

Speakers:

·       Jennifer Kennedy Park, Partner, Cleary Gottlieb Steen & Hamilton LLP

·       Audry Casusol, Partner, Cleary Gottlieb Steen & Hamilton LLP

·       Elena Kraus, Senior Vice President, General Counsel, Walgreen Company

·       Judy Tomkins, Senior Associate General Counsel, Compass

 

Room or Zoom? How will Boards handle return to office scenarios?: After transitioning to virtual Board meetings quickly in the spring of 2020, public company directors easily adapted to the new format, and in many cases Boards were able to function more efficiently. Now the big question will be whether Boards return to regular in-person meetings, maintain a virtual environment for most meetings, or explore a hybrid approach. We will discuss the advantages and disadvantages of each of these formats, and how Boards can maximize director engagement, while retaining efficiency. We will also discuss risk oversight in these settings, the importance of placing sustainability at the core of strategy and Board discussions, as well as how the expectations of a functioning Board has been reshaped by both the pandemic and post-pandemic eras.

 

Speakers:

·       Francesca Odell, Partner, Cleary Gottlieb Steen & Hamilton LLP

·       Jim Langston, Partner, Cleary Gottlieb Steen & Hamilton LLP

·       Lisa Hook, Managing Partner, Two Island Partners LLC, board member Fidelity National Information Services, Ping Identity, Partners Group and Phillip Morris International

·       Iké Adeyemi, Vice President, Corporate Secretary & Associate General Counsel, The Clorox Company

 

Session 5: Sidley Austin LLP, October 21st

 

Shareholder Activism, Bidding Wars and Hostile Takeovers – Recent Developments: This multi-disciplinary panel will analyze the 2021 proxy season, including the high-profile proxy fights at Exxon Mobil and Box. The panelists will also discuss the recent surge in bidding wars (e.g., the railroad battle over Kansas City Southern) as well as increased hostile takeover activity in 2021. This panel is comprised of a leading defense banker, lawyer and proxy solicitor as well as a representative of one of the largest institutional investors in the world.

 

Speakers:

·       Jillian C. Alsheimer, M&A, Activism and Shareholder Advisory, Goldman Sachs Group, Inc.

·       Jessica McDougall, Director, Investment Stewardship, BlackRock, Inc.

·       Paul Schulman, Co-Head M&A, Activism and Contested Situations, Morrow Sodali LLC

 

Moderator:

·       Kai H. Liekefett, Co-Chair, Shareholder Activism & Corporate Defense Practice, Sidley Austin LLP

 

Litigation in Shareholder Activism Campaigns and Proxy Fights: This multi-disciplinary panel will explore how litigation is used in activist campaigns and hostile takeover battles. Moderated by one of the leading defense bankers in the world, the panel comprises a leading securities lawyer, public relations expert and proxy solicitor who will discuss the potential claims of action, PR considerations and vote implications of these kinds of cases.

 

Speakers:

·       Dan Zacchei, President, Special Situations, Sloane & Company

·       Scott S. Winter, Managing Director, Innisfree M&A Incorporated

·       Charlotte Newell, Litigation, Sidley Austin LLP

 

Moderator:

·       Alfredo Porretti, Managing Director and Head of Shareholder Engagement and M&A Capital Markets for North America, JPMorgan Chase & Co.

 

Session 6: Paul, Weiss, Rifkind, Wharton & Garrison LLP, October 22nd

 

Fireside Chat – Perspectives on the Board’s Role in M&A: As M&A activity continues on a white-hot trajectory, join our panelists for a discussion on the board’s role in M&A and other strategic areas.

 

Speakers:

·       Scott A. Barshay, Partner and Chair of the Corporate Department, Paul, Weiss, Rifkind, Wharton & Garrison LLP

·       Francis A. Hondal, President, Loyalty and Engagement Services, Mastercard, and a member of Mastercard’s Management Committee; Director, Equitable Holdings; Director, L Brands

·       Tom Horton, Partner, Global Infrastructure Partners; Director, Walmart; Director, General Electric

 

Selected Governance Topics in M&A: Our panelists will focus on common governance issues in M&A.

 

Speakers:

·       José Ramón González, Chief Legal Officer and Corporate Secretary, Equitable Holdings

·       Jeh C. Johnson, Partner, Paul, Weiss; Rifkind, Wharton & Garrison LLP, Secretary of Homeland Security; Director, Lockheed Martin; Director, U.S. Steel

·       Krishna Veeraraghavan, Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP

 

Session 7: Freshfields Bruckhaus Deringer LLP, October 28th

 

Human Rights and the Supply Chain: Overview of US Legal Obligations and Ethical Considerations: The coronavirus pandemic has highlighted the importance of overseeing supply chain management. Over the years we have seen mismanagement result in significant business interruptions as well as high-profile corporate scandals. Our panel will be addressing the regulatory framework applicable to supply chain issues, disclosure considerations, shareholder expectations and shareholder proposal trends, as well as proper governance and board oversight considerations.

 

Speakers:

·       Pamela L. Marcogliese, Partner, Freshfields Bruckhaus Deringer LLP

·       Rob Main, CFA, Managing Partner and COO, Sustainable Governance Partners (SGP)

·       Elizabeth Bieber, Counsel and Head of Shareholder Engagement & Activism Defense, Freshfields Bruckhaus Deringer LLP

 

Navigating Responsible Board Oversight and Shareholder Demands for Books and Records: Join litigators and corporate governance experts for a discussion of directors’ oversight duties and how directors and corporations can best document that they are meeting them, especially given the ever-increasing use by would-be shareholder plaintiffs of demands for corporate books and records. The panel will highlight recent decisions from the Delaware courts and relevant litigation trends, and identify best practices for directors and companies for email communications, notes, and minutes and other corporate records, including to ensure a strong record of board business while remaining mindful of privilege and discovery obligations.

 

Speakers:

·       Meredith Kotler, Co-head of Securities & Shareholder Litigation, Freshfields Bruckhaus Deringer LLP

·       Mary Eaton, Co-head of Securities & Shareholder Litigation, Freshfields Bruckhaus Deringer LLP

·       Catherine G. Dearlove, Director, Richards, Layton & Finger

·       Marques Tracy, Senior Associate, Freshfields Bruckhaus Deringer LLP

 

You will need to register by October 4th for the Budget-Friendly Fee of $299.00

 

We are applying for CLE credits, including two hours of Ethics.

 

Here is what you need to do now!

 

The programming runs from October 7th - October 28th; all sessions are virtual so find a quiet place to enjoy the discussion.

Prior to the program we will distribute instructions for signing in. After registering for this event, you will receive an email from GoToWebinar with join instructions. Registrants will receive a calendar invite for each session. You will also receive reminders from GoToWebinar one day and one hour before the start of each session. You will use the same link for each session. If you have not received any emails from GoToWebinar prior to the start of the event please contact Society Events for assistance.

 

·       Any time before September 30th at 4 PM, we will honor a cancellation request and return all fees if e-mailed to Tracie Vicki at [email protected].

·       If you have questions, please contact Tracie Vicki at [email protected] or (860) 234-7201.

·       This year we will have a recording available for 30 days and materials can be found on the Society’s website following the program. Note – The recordings are NOT CLE eligible.

 

We look forward to another great Conference!

 

Jessica Olich, President, New York Chapter

Kristina Fink, Vice President and Program Chair, New York Chapter

Holly Youngwood, Secretary, New York Chapter

Nicole Napolitano, Treasurer, New York Chapter

 

Click here for the New York Chapter’s Financial Hardship Guidelines.